Access to Information and Records Before Closing. The Buyer may, at its sole cost and expense, prior to the Closing date and solely to the extent necessary to (i) respond to any request for information by the SEC, or (ii) otherwise gather information materially necessary to the Closing of the transactions contemplated hereby which could not be obtained in any other way, make, or cause to be made, such reasonable investigation of the Business, and of the assets, liabilities, operations and properties of the Seller and of its financial and legal condition as the Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Seller shall permit the Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller to have reasonable access to the properties and relevant books and records of the Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller and the Business as the Buyer may from time to time request; provided, however, that Buyer’s sole remedy for Seller’s failure to provide such information under this Section 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require the Seller to provide such information in the event it has used reasonable efforts to do so.
Access to Information and Records Before Closing. Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of each Seller's financial and legal condition as Buyer deems necessary or advisable to familiarize itself with such Seller and/or matters relating to its history or operation. Each Seller shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to each Seller's books and records in the possession or under the effective control of any Group Participant upon reasonable notice and during normal business hours, and Seller will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to such Seller's products, services, operations and assets as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, each Seller's tax returns and related work papers since its inception (to the extent in the possession or control of any Group Participant on or after the date hereof) and each Seller shall make, or cause to be made, extracts thereof as Buyer or its representatives may request from time to time to enable Buyer and its representatives to investigate the affairs of each Seller and the accuracy of the representations and warranties made in this Agreement. Each Seller shall use its best efforts to cause Seller's accountants to cooperate with Buyer and to disclose and make available to Buyer all books and records and the results of audits relating to such Seller and to produce the working papers relating thereto. Sellers will, subject to mutually acceptable conditions and schedules, permit Buyer (or its representatives) to meet with and interview Seller's employees and representatives that are responsible for the responses to, or have information with respect to, the questions set forth on the Questionnaire.
Access to Information and Records Before Closing. Prior to the Closing Date, Buyer may make, or cause to be made, such investigation of the Company's (it being understood that, for the purpose of this Article VIII, "Company" shall be deemed to refer collectively to the Company and its subsidiaries listed on Schedule 5.23) financial and legal condition as Buyer deems necessary or advisable to familiarize itself with the Company and/or matters relating to its history or operations. The Company shall permit Buyer and its authorized representatives (including legal counsel and accountants), to have full access to the Company's books and records upon reasonable notice and during normal business hours, and the Company will furnish, or cause to be furnished, to Buyer such financial and operating data and other information and copies of documents with respect to the Company's products, services, operations and assets as Buyer shall from time to time reasonably request. The documents to which Buyer shall have access shall include, but not be limited to, the Company's tax returns and related work papers since their inception; and the Company shall make, or cause to be made, extracts thereof as Buyer or their representatives may request from time to time to enable Buyer and their representatives to investigate the affairs of the Company and the accuracy of the representations and warranties made in this Agreement. The Company shall cause its accountants to cooperate with Buyer and to disclose the results of audits relating to the Company and to produce the working papers relating thereto. Without limiting any of the foregoing, it is agreed that Buyer will have full access to any and all agreements between and among the previous and current shareholders regarding their ownership of shares or the management or operation of the Company.
Access to Information and Records Before Closing. During the period from the date of this Agreement through the Closing, Sellers will afford to Buyer, and to Buyer's accountants, officers, directors, employees, counsel and other representatives, reasonable access during normal business hours, to all of North Central’s or North Central’s Affiliates’ properties, books, contracts, commitments and records, and, during such period, Sellers will furnish promptly to Buyer all information concerning North Central’s or North Central’s Affiliates’ businesses, prospects, properties, results of operations, condition (financial or otherwise) or personnel as Buyer may reasonably request. Buyer will hold in confidence all such nonpublic information in accordance with the confidentiality letter agreement dated April 4, 2001 (the "Confidentiality Agreement").
Access to Information and Records Before Closing. The Purchaser and its permitted assignee may, at their expense, prior to the Closing Date, make, or cause to be made, such investigation of the Practice, and of the assets, liabilities, operations and properties of the Clinic and of its financial and legal condition as the Purchaser deems necessary or advisable to familiarize itself with such matters. The Clinic shall permit the Purchaser and its representatives (including legal counsel and independent accountants) upon reasonable notice to have full access to the properties and relevant books and records of the Clinic and of the Practice, at reasonable business hours, and will cause its employees to furnish the Purchaser with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Clinic and the Practice as the Purchaser may from time to time request.
Access to Information and Records Before Closing. Prior to the Closing Date, each of Buyer and the Company may make, or cause to be made, such investigation of the other’s financial and legal condition as they deem necessary or advisable to familiarize itself with the other entity and/or matters relating to the other entity’s history or operation. Each of the Company and Buyer shall permit the other and its authorized representatives (including legal counsel and accountants), to have full access to such entity’s books and records upon reasonable notice and during normal business hours, and shall furnish, or cause to be furnished, to the other such financial and operating data and other information and copies of documents with respect to its business and Assets as the other shall reasonably request. The documents to which Buyer or the Company shall have access shall include, but not be limited to, the tax records and related work papers since January 1, 2016. Each of the Company and Buyer shall make, or cause to be made, such extracts thereof as the other or its representatives may request from time to time to enable the other and its representatives to investigate its affairs and the accuracy of the representations and warranties made in this Agreement. Each of the Company and Buyer shall cause their respective accountants to cooperate with the other and to disclose the results of audits relating and to produce the working papers relating thereto.
Access to Information and Records Before Closing. During the period from the date hereof to the Closing Date, STI shall afford to August, and to August's accountants, officers, directors, employees, counsel and other representatives, unencumbered access during normal business hours, to all of its properties, books, contracts, commitments and records, and, during such period, ASTIHL and STI shall furnish promptly to August all information concerning the business, prospects, properties, results of operations, condition (financial or otherwise) or personnel of STI as August may reasonably request. During the period from the date hereof to the Closing Date, the parties shall in good faith meet and correspond on a regular basis for mutual consultation concerning the conduct of the Business and, in connection therewith, August shall be entitled to have employees or other representatives present at the offices of STI at all such times as reasonably deemed necessary by August to protect its interest as a prospective owner of the Business and to observe, and be kept informed concerning, the operations and business planning of STI. August shall hold in confidence all such nonpublic information in accordance with the Confidentiality Agreement dated February 28, 2002. August agrees to use best efforts to minimize disruptions to the Corporation, and not to interfere in the management, operations and business of the Corporation prior to the Closing Date.
Access to Information and Records Before Closing. During the period from the date of this Agreement through the Closing, Seller will afford to Buyer, and to Buyer's accountants, officers, directors, employees, counsel and other representatives, reasonable access during normal business hours, to all of Xxxxxxxxx Equipment’s properties, books, contracts, commitments and records, and, during such period, Seller will furnish promptly to Buyer all information concerning Xxxxxxxxx Equipment's business, prospects, properties, results of operations, condition (financial or otherwise) or personnel as Buyer may reasonably request. Buyer will hold in confidence all such nonpublic information.
Access to Information and Records Before Closing. Prior to the Closing Date, Companies' (it being understood that, for the purpose of this Article VII, "Companies" shall be deemed to refer collectively to the Companies and their subsidiaries listed on Schedule 5.25) shall make available to Buyer such records of the Business as reasonably required by Buyer to update its due diligence review of the Companies and provide access to representatives of the Companies to discuss the due diligence update process with representatives of Buyer.
Access to Information and Records Before Closing. Subject to the Confidentiality provision set forth in Section 12.12, Raytel may, at its expense, prior to the Closing Date, make, or cause to be made, such investigation of the assets, liabilities, operations and properties of Existing PA and of its financial and legal condition as Raytel deems necessary or advisable to familiarize itself with such matters. Each Physician Party shall permit Raytel and its representatives (including legal counsel and independent accountants) upon reasonable notice to have full access to the properties and relevant books and records of Existing PA, at reasonable business hours, and will cause its employees to
